The Ultimate Chance
by Synaptic-Firefly
Summary: Clockwork decides to give Dan Phantom one last chance to experience human emotion or suffer an eternity in the Thermos. All the while dealing with life, rediscovery, and possibly even love...? Slash. Ch. 5 up!
1. I: The Choice

The Ultimate Chance

Summary: Clockwork decides to give Dan Phantom one last chance to experience human emotion or suffer an eternity in the Thermos. Hey, the Ghost of Time needs a vacation anyways...slash, because almost no one seems to be doing it with this pair...lol

Rated: MA (because I LIKE that rating...also, It might have a good dose of sex in it...)

Pairings: Phantom/Clockwork...so far.

* * *

I- The Choice

Deep in the forbidden parts of the Ghost Zone, a certain Ghost of Time was performing certain tasks made by certain Observers to the point of annoyance. Any ghost aimlessly floating by would scatter immediately as stern, howling voices of said Observers caused the Ghost of Time's delicate clock filled walls to reverberate dangerously.

"Clockwork, you have meddled with this time line...AGAIN!" Observer number one scowled, his only eyeball swerving to and fro to resemble a human response to a tick. Clockwork turned from a young man into a wizened man. "That girl was supposed to die in the explosion, causing the contractors to think before building on top of an endangered species' habitat!"

"Habitat!" Observer number two mimicked. Clockwork closed his eyes wisely to form a slight grimace.

"What is it with you two and death?" The Ghost of Time raised a delicate eyebrow. "I have not meddled so much as she had when she took the choice into her own hands."

Observer number one and two both pointed their fingers up in unison and echoed. "SHE LIVES!"

Clockwork turned away as he began to wonder if ghosts can get headaches as well, for he could feel the beginnings of it forming around the center of his forehead. He transformed back into a young man and into a child.

"Yes," Clockwork muttered almost in irritation. He could have sworn he had heard snickering from across the room to where a suspicious-looking thermos sat innocently on a wooden table. "She lives, but the lesson is still learned. The contractors have decided not to build despite that she apparently...lives. Everyone wins."

"You are too soft-hearted, Clockwork!" Observer number one proclaimed as he turned and faced the many liquid-like windows visualizing the different aspects of the time line. "First it was the Danny Phantom fiasco...which happened TWO times, I might add!" The screen followed the Observer's words and visualized the battle between Danny and Dan and then the scene with the Ecto-Acne episode. "Second was the Bridal disaster and now it's the fate of this girl!" The scene changed dramatically between a wedding and an industrial inferno. "What shall we do with you, Clockwork?!"

Observer number two chimed on time. "What shall we do with you, Clockwork?!"

"Fire me?" There was an all-knowing smirk playing at the corners of Clockwork's lips as he transformed back into a young man. "Do you have another Deity of Time in mind?"

Observer number one waved a finger at Clockwork's rather bemused expression. "Sometimes, we wish we HAD someone to replace you, Clockwork! You are more of a menace than that creature you keep trapped in that thermos!"

"Amen to that!" An echo issued from said thermos. Clockwork stared pointedly at the Fenton contraption while the Observers continued to glare at the cloaked ghost.

"And what do you plan to do with this Dan Phantom in the meantime?!" Observer number two demanded.

Clockwork blinked at the second Observer. "I didn't know that you talked without mimicking him." He pointed at Observer number one. "How intriguing."

"Enough!" Observer number one stepped between them. "You don't honestly believe that you plan on keeping him around here, are you?"

Clockwork brushed a bit of ghostly spark from his staff's clock. "I don't know. He's rather useful when my stress hits it's peak at times..."

"And what's that supposed to mean?"

"It means he fucking shakes me at twice the normal speed!!" Phantom bellowed from his cylinder prison. "He's a psycho I tell you! A PSYCHO!"

"Hush." Clockwork's voice bordered between playfulness and a stiff tone, which caused Phantom to fall silent. It meant that he was going to be punished severely later on, maybe having been shaken at four times the speed now thanks to Clockwork's menacing staff.

Observer number one grabbed the thermos and shook it in examination, causing Phantom to howl loudly at the abuse. "I HATE YOU, CLOCKWORK!"

"It's not me." Clockwork reasoned as he glided to his one-eyed employer, his ghostly tail the only evidence of his annoyance as it twitched slightly. He raised a hand. "If you don't mind, I'm a bit more gentle when I bother him."

But the Observer refused to hand it over. "And what happens when an oblivious ghost happens to open this thing on false pretenses?"

"Yes, his psychotic, evil voice makes every ghost swoon under his power," Clockwork dropped the offered hand when it was apparent that his employer would not surrender the thermos and rested his staff behind his neck to stretch, his arms hanging off of it. "It's not like any ghost here doesn't respect what I keep locked in my home."

"Did you just make a funny?" Phantom wondered in mid shake. "Inconceivable!"

Clockwork stared at the thermos in boredom. "Do shut up."

"This is the greatest ghost of the future?!" The Observer placed his slimy green hand on the top of the thermos. "He's not so tough."

"Yes, yes! Open me up, bitch!" Clockwork could practically envision Phantom's tell-tale sneer. "If you have the guts!"

"No, stop...don't do it," Clockwork said in boredom as he was about to raise his staff to stop time. "He must never be released."

Phantom's loud proclamation startled the Observer enough to drop the container and the cap popped out causing a great burst of red ecto-energy to emit from it. It exploded like a volcano all across the room, Phantom's psychotic laughter causing the gizmos to shake violently.

"I'M FREE!!" Phantom bellowed as the plasma materialized into a familiar muscular ghost, whose flaming white ponytail billowed and burned the gismos around the ceiling.

The Observers looked at each other before looking at Clockwork, who gave them the most annoyed stare. "We'll...we'll let you handle this."

"Handle this." Observer number two echoed as they made a swift exit, causing Clockwork to sigh and palm his face as Phantom made the notion to zip around his room, laughter echoing all over the once serene dimension.

Just as Phantom decided on a little justice by sucking Clockwork into the thermos, Clockwork raised his staff menacingly. "Time Out."

Phantom stayed in midair, the thermos clutched in his hand as his face was in a semi-contortion of terror when he heard Clockwork utter the magic words.

Clockwork sighed contentedly. "It's quiet now."

* * *

"I hate you SO MUCH..." Phantom grumbled hours later, tugging on a rather metallic collar around his neck. Ghostly sparks buzzed out of it in warning with each tug.

"It's for your own good, Phantom," Clockwork's back was turned to him as he began ruffling through rather useless junk in his bedroom. "I can't let you go around destroying the Ghost Zone after Danny worked so hard to defeat you."

"What, are you in love with him or something?" Phantom smirked as he fell back onto Clockwork's back with a huff. "Can't blame you, I'm too sexy to resist."

Clockwork looked over his shoulder and gave him a rather dark look. "What gives you the idea that I'm interested in children, more so the fact that he had once inevitably became _you."_

"And what's wrong with me?"

"I'm not interested in ghosts who don't have any visible human emotions, less so a conscience. Especially the rather...loud and obnoxious types." Clockwork finally found what he was searching for: pen and paper.

"What the hell are you doing anyways?" Phantom sat up and watched quizzically as Clockwork began to write on the piece of paper. "Your Will once I get you to take off this blasted collar?"

"I'm going on vacation. I need a break from the Observers." Clockwork finished his writing and looked at it with a stare before placing it on his desk. "Now, you're going back into the thermos."

Phantom jumped on the bed with start which caused Clockwork to glare at him. "I sleep on that bed sometimes, you know."

"You can't put me back in there!" Phantom eyed the thermos in terror. "I'll go insane!"

"You already _are_ insane," Clockwork pinched the bridge of his nose. "Hold still, so I can start my vacation peacefully!"

Phantom's red eyes darted the room back and forth, looking for an escape. Seeing none, he sighed and his shoulders slumped. "At least don't shake it again. I can't take it."

Clockwork slightly lowered the thermos, his equally red eyes watching the once terrifying ghost slump in defeat. "Is that sadness I'm seeing, or are you pulling my tail?"

"Leave me alone and get it over with."

Another sigh and Clockwork lowered the thermos completely. He was a sucker for pitiful ghosts. "I'm giving you another option."

Phantom looked up. "What?"

"I said that I'm giving you another chance." Clockwork closed the thermos, which perked the Phantom up a great consideration. "Or rather, an ultimatum."

With a raise of his hand, a ghostly screen appeared, which revealed Amity Park. Phantom's left eye twitched at his once hometown.

"I'm taking my vacation here, to keep an eye on Danny and get some relaxation as well," Clockwork then revealed an apartment complex. "You may come with me for your test."

"What's in it for me?"

"Re-learn human emotion, Dan Phantom," Clockwork said mysteriously. "If you reform from your evil ways, I will release you. You will be free."

Phantom cocked his head to one side. "No more meddling from you?"

"If you desire it, you won't have to see me ever again in this lifetime or the next." Clockwork remedied. "Considering you're a ghost, that means _forever_."

The thought of leaving the thermos and the insufferable Ghost of Time forever brought a rise of his mouth into a visible smirk. "And if I don't succeed?"

Clockwork raised the thermos threateningly. "You will be returned into the thermos. For all eternity."

"Deal then." Phantom grinned as he imagined pummeling the blasted thing over and over with his Ghostly Wail. "I have nothing left to lose."

Clockwork tapped on his staff thoughtfully. "You WILL have that collar on. It prevents you from unleashing your full powers. You'll be easy to overcome if you go rogue."

"And how ghostly handicapped would I be?"

"The equivalent of the present era's Box Ghost if you want to be technical." The incredulous look on Phantom's face caused the corners of the Time Ghost's mouth to twitch upwards.

"I HATE YOU CLOCKWORK!"

"Yes, I know."

TBC...

* * *

First Danny Phantom fic. What do you think so far?

**Chapter 2 Summary:**

**Clockwork and Phantom fight over the living arrangements and consider going back to high school to watch over Danny. Of course they'll have to go under a new alias to avoid suspicion and Phantom begins to lose it as tries out his new human body for the first time in ten years... **

Reviews are fun for authors!


	2. II: Welcome Home

A/N: I realized that I haven't gotten any reviews and frankly I don't care! I'll just consider this a _ghost_ fanfic. Heh, Danny Phantom humor.

* * *

II- Welcome Home

It was another day in Amity Park, where people did everyday things and ran for their lives as ghosts ran their usual amok on unsuspecting citizens. None of that bothered them anymore, for they had a spectral superhero to defend them, so they continued life as though nothing happened.

Which probably made sense since near the western end of the city, the once serene blue sky turned dark and menacing. The clouds swirled around as a ghoulish green hole ripped across the sky and many innocents along the nearby sidewalks glanced up...

...and resumed their business.

Two flashes of light shot out of said green vortex and swirled obscenely around the block until the points of light collided into the top-most balcony of the nearest shady apartment complex. The light grew more intense, then died down.

The Amity Park's self deputized ghost boy flew around the scene and landed on top of the said building. He scratched his head.

"Strange. I thought I sensed a ghost portal open around here..." Danny looked up just as the clouds receded and the sky turned normal again. A sound buzzed in his ear and he pressed his hand against it. "What's up?"

"Dude! You're going to be late for class again!" His best friend exclaimed from the earpiece.

Another voice interrupted whatever Tucker was about to add and Danny recognized his other best friend/girlfriend's condescending tone. "You heard what Lancer said last week Danny..." Her voice grew deeper and hollowed out to mimic their teacher. " 'Fahrenheit 451! I don't care if you're Amity Park's savior, Daniel Fenton, it does not excuse you from a well-rounded education!'"

Danny chuckled and looked up at the now calm sky and sighed. "I still think that some thing's up..."

There was the sound of a bell ringing from far off and his acute senses picked it up. He panicked.

"Oh no! The school bell!" His legs transformed into a ghostly tail as he jumped off the roof and into the skies, heading towards the school at the speed of one-hundred and thirty miles per hour.

* * *

Inside the once-glowing apartment, the once vacant space now looked like it had been occupied for months. Furniture, household items and a couple of electronics were neatly placed around.

"Heh, I can't believe how clueless I was back then..." Phantom watched through the curtain as his better half flew away from the scene. He closed the curtain with a huff. "Thank god I'm not like that anymore."

Clockwork rolled his eyes as he scanned the living room and his eyes lingered on the bedroom door. "There's only one bedroom."

Phantom's sneer burned onto Clockwork's back. "Was that an invitation?"

"Indeed it was." The Ghost of Time smirked as he turned to see Phantom's incredulous look. "You'll have to enjoy what humans call...a couch."

The once ultimate ghost's shocked look disappeared and was replaced with a repulsed glare. "I will not have my sleeping arrangements reduced to a--couch!" He pointed at the rather pathetic looking brown couch as if it was the bane of his existence.

Clockwork stared in boredom at the outburst. "This is _my _vacation. Not yours. You're just here for your test."

"I demand for some sort of bed that doesn't involve rats gnawing through it!"

"There are no rats," Clockwork pinched the bridge of his nose. "I never expected a ghost of great caliber such as yourself complaining over sleeping on a couch."

"What's wrong with sharing a bed with you?!" Phantom didn't mean to place the innuendos in this time, but he refused to toss and turn on a backbreaking couch. "Do you jack off nightly or something?"

Clockwork ignored him and proceeded into the bedroom with a resounding close of the door. "Stay put until I return."

"I'll take that as a yes then." Phantom sat on the couch and stared at the small blank TV. After staring at it for a good few minutes, his brow furrowed in agitation. Where's the picture? "Hey Clockwork!" He raised his head towards the bedroom. "How does this thing work?!"

The bedroom let out a huge rumble in response.

It was nightfall by the time Clockwork returned to whatever mechanics he was doing in there and Phantom was silently glad that he was a full ghost that didn't need food to survive. Or else, he'd be quite a cranky villain right about now. The Ghost of Time looked a tad tired as he pulled back his hood for the first time ever and ran his hand through his long hair. This shocked Phantom greatly.

"You have white hair?!"

Clockwork glared at him through his second run-through of his hair. "I think _silver_ is more of an appropriate response, Phantom."

Phantom kicked up his feet on the couch, preventing Clockwork from moving over to relax. Clockwork merely grabbed a chair from the kitchen and sat on it. "So...?"

Clockwork rubbed his face tiredly. "So what?"

"What the hell have you been doing in there that lasted all day?!" Phantom gritted out as his metallic collar buzzed dangerously in alarm. "Did you really jerk off?" He noticed Clockwork's tired, but satisfied disposition and it pointed to all the signs of sexual deviance.

"Don't be an idiot," Clockwork none-too-gently snapped. "I'm not in the mood."

There was a mutual aura of glaring from the both of them and for the first time, Phantom could definitely see some sort of strain on the Time Ghost's features. He got up and walked towards the bedroom door and opened it.

Phantom whistled in amazement. "Home sick much?"

The room was no bedroom as far as Phantom could see. Everything was thrown of tilt with a dark collection of dimensional energy bended back and forth as if time was ripped apart off it's hinges. Faint silhouettes of melting clocks floated aimlessly around with no purpose and Phantom could hear the familiar emptiness of space and whirring of dimensional clocks. The only semblance of a bedroom left was the bed, which looked quite insignificant and pathetic in the middle of the room. It was merely floating in the dimension.

He stepped forward and with a sounding 'whoosh' the dimension changed, leaving a perfectly normal bedroom in it's stead.

"Just because I'm omnipotent, doesn't mean I'm invincible," Phantom turned to see Clockwork modestly leaning on the door frame. "Being a creature from outside of any time line, it can put quite a strain on me if I stayed within one for a considerable amount of time. I linked this room to my home back in the Ghost Zone so I can recharge nightly."

Phantom could see Clockwork visibly relax a great deal as he walked into the room. "What happens if you don't return here for some time?"

Clockwork raised an eyebrow suspiciously at Phantom's interested profile. "Why would I tell the once greatest enemy of the Ghost Zone my weaknesses?"

"Don't be a prude, ghost buddy," Phantom draped his arm around Clockwork's sudden stiffened shoulders and brought him close in a mocking hug. "I thought I was trying to become a good guy here? Wouldn't it be good for my character if I never act on your weaknesses?"

Clockwork coolly lifted Phantom's arm off of him and proceeded to push him out of the room. "Maybe down the line I will. Now leave. I must recharge for the night."

"I'm not sleeping on the fucking couch!" Phantom snarled as he was pushed out the door.

The Ghost of Time gave him a dry smirk. "I will see you tomorrow morning." And he slammed the door on Phantom's murderous face.

* * *

Phantom never dreamed of anything since the merging with Vlad Plasmius' disgusting ghost half and he never cared for it. During his decade long reign of terror across the world, he rarely slept a wink and when he did he never dreamt.

Until now.

He dreamed of the old timeline, when as Danny Fenton, watched as he couldn't save his loved ones (and Lancer) in time from the Nasty Burger explosion. He could remember screaming in anguish, but this time he couldn't feel the pain tore through him like he did the last time. The only thing he could feel is the absence of the feeling, the emptiness.

The scene changed and he stared at the pitiful look Vlad Masters gave him as he took him in as a surrogate son. He should have felt some sort of kinship like he did the last time, but this time he felt nothing as well. Like a shell.

But he could feel the pain of the Ghost Gauntlets forcibly ripping him from the poor boy's body. He could remember the confusion, fear and loneliness as he was being held by the Gauntlets and seeing himself from two angles. Danny Fenton and Danny Phantom were now separated for good.

No, he remembered that he didn't want to be alone like this. Barren to the world. He was tied to Danny Fenton...he needed Danny Fenton to exist...! He remembered that in a panic, he struggled against the Gauntlets to dive back into his unconscious counterpart as Vlad tried to throw him into the Ghost Zone.

"This is what Daniel wants, Phantom! He doesn't want you anymore!" He remembered Vlad spitting out in agitation as he held on to him for dear life.

That was when he started to feel nothing as the words sank in. He wasn't needed anymore...he was what caused Danny Fenton's loved ones to perish. Danny Fenton didn't want him anymore. Another feeling began to cover the bare emptiness of his being: anger.

All of a sudden, many things formed in his vulnerable mind. It was Danny Fenton's fault, not his. It was his choices! Why should he take all the blame? Danny Fenton didn't want Danny Phantom anymore, but Danny Phantom didn't NEED Danny Fenton either!

He remembered the anger boiling up to an insane rage as he ripped himself painfully from the Gauntlets and in a flying rage attacked the elder half-ghost, knocking the Gauntlets right off of him. He remembered picking up the Gauntlets, a daunting plan forming in his mind.

"And you? Don't you despise your ghost half too?" He remembered spitting out in malice. All he could feel was pain and anger. "It left you lonely and miserable. Let me remedy that for you!" He shoved the Gauntlets into Vlad who screamed in anguish as his ghostly half was ripped from him.

"I don't need Danny Fenton! I don't need anyone!" He bellowed in anguish as he dove straight and ripped into Vlad's malevolent ghost half and overshadowed it. The twenty year strong ghost battled with him for control. He could feel his face breaking out in cracks and his once green eyes turning red and villainous.

He let out a scream of pain and a roar of dominance as his feelings of abandonment and hate overpowered Vlad's ghost half and he completely overshadowed whatever was left of the elder ghost. Plasmius' malevolence acting as fodder for his pain. He was in control. He exists now, separate from the weak Danny Fenton.

He remembered taunting and attacking Vlad Masters halfway across the room and turned to see Danny Fenton slowly awaken from the anesthesia. He glided menacingly towards the terrified boy as his former self fell off the operating table and weakly crawled away but was halted by the wall. He cowered in the corner in fear.

"This was what you wanted, Danny," He remembered whispering as his cold fingers grasped Danny's tear streaked face and pulled towards his direction. "You wanted this."

"N-n-no..." Was the only thing uttered from his human half's cold lips as Phantom gave him a mocking chaste kiss upon them. "Remember, Danny Fenton. Remember how you have forsaken me and how I will plunge this world that you loved so dearly into chaos because of it."

Tears fell like rain down Danny's face as his last attempt to stop Phantom resulted by grabbing onto his trademark hazmat suit desperately. Phantom looked down on him pathetically and held his human half, feeling for the first time a sense of longing and pity.

No...he remembered. The last thing he wanted to do was feel. He didn't want to feel anything related to Danny Fenton anymore. The one boy who rejected him based on his feelings alone.

"Don't worry, Danny. I won't..." He looked down at the shivering human half, an insane smirk slowly gracing his features. "...let you suffer. Not anymore."

He destroyed Danny. No, he gave him what he wanted. To be with his family again.

After that, he felt nothing remotely comforting to him anymore. Only anger, only hate. Only the desire to destroy. To make the world feel nothing like he did.

"_Wake up. Phantom, wake up._" He heard an echoing voice. It was very familiar. It was comforting and alive.

Something was moving in his chest. It was pulsing.

"_Phantom!_"

* * *

He opened his blood red eyes with a start and he sat up abruptly. His confusion ended as he remembered the living room around him. He looked up and saw a young man around seventeen staring down at him in amusement.

"Who the hell are you?!" Phantom demanded as he jumped off the couch, his hands alight with green ecto-energy.

The boy chuckled. "Well, at least it's good to see that the disguise kicks in well."

"What...?" Phantom recognized the quiet, haunting voice and stared in amazement. "Clockwork?"

Clockwork smiled at the recognition. "In the flesh. Literally."

Clockwork no longer had the bluish skin of a veteran ghost, but a paleness that seemed to shimmer in the light. The once revealing face scar was converted into a stylish black tattoo. His hair was no longer silver with strands flowing down his back but shoulder length, white-blond hair that was tied behind neatly to give a young, rebellious look. Phantom stared into what was no longer full crimson eyes but a deep indigo that reminded the ghost of Clockwork's trademark cloak.

As Phantom stared in bewilderment, Clockwork shed his cloak with a flourish to reveal a boyish white long-sleeved shirt and simple black jeans topped with a pair nice black sneakers.

Catching Clockwork's talltale smirk, Phantom composed himself long enough to sneer at the one ghost who looked good enough to devour. "You look like a goody two-shoes who's either going to be the fag shoved into a locker or become the school slut."

"Ah, I see you've finally raveled your tongue long enough to manage a rather perverted quip..." Clockwork walked back into his bedroom and returned holding an black belt that reminded Phantom of the usual belt Clockwork wore on his person. Except it was more sleek and held a couple of multicolored hourglasses along the length.

"It demonstrates the same power as my staff," He answered to Phantom's questioning and lingering gaze upon it. "You don't expect me to carry the thing around while in disguise do you?"

Phantom couldn't help but stare at the hourglasses. "What do they do?"

Clockwork strapped it onto himself and turned to the left side of the buckle. He pointed at a blue-green sanded hourglass that kept refilling itself infinitely upwards. "The Hourglass of Urd. It turns back time." Next to it, he pointed at a yellow-orange sanded hourglass that infinitely refilled both bulbs at the same time. "The Hourglass of Verdandi. It returns back to the present time line we are in." Lastly, he pointed to a red-violet sanded hourglass that infinitely poured downwards. "The Hourglass of Skuld. It moves forward to the future."

"Where's the ability to stop time?" Phantom spat the end out. He had bad memories with that mechanism.

Clockwork turned to his right side and pointed at the other three hourglasses. "This one, the Hourglass of Arresto..." He pointed at the black sanded hourglass. The sand was flowing as usual, but Phantom had a feeling that when activated, the sand will cease to flow. "...stops time."

"I'm assuming that the gray hourglass thats pouring very slowly is the power to slow down time?" Phantom murmured as he crouched down to watch the gray sparkles fall slowly onto the pile. As a ghost of many abilities, the power of time always intrigued him.

"The Hourglass of Lento. Slows time to an almost complete stop."At Clockwork's nod, he pointed to the last hourglass, which was filled with pure white sand but the sand merely sat on the bottom, no supernatural force moving it.

"How come that's not moving like the others?" Phantom wondered aloud.

"Because it is my duty to turn it myself," Clockwork detached the white hourglass off which was surrounded by a golden circular mechanism which probably made it easier to flip around. The other's mechanisms were silver. "It does not affect the world like the others..." He twirled it absentmindedly between his middle and fore fingers without actually causing the sand to shift and Phantom watched an almost sober glow emit in Clockwork's dark eyes as if reminiscing of an unspoken, inside secret known only to him.

"What does it do?"

The Ghost of Time seemed to be hesitant to answer, eying the Phantom scrutinizingly before answering. "I'll only answer that it is the Hourglass of Memoria. So powerful...I can only use it once every millennium, but the effects of it can be wondrous...or tragic."

Phantom scratched his head, but couldn't come up with anything. "What does 'memoria' mean?"

Clockwork gave a rather bemused smirk. "I've forgotten that due to your...abrupt halt in schooling, you haven't learned Latin. Good thing I talked to Principal Ishiyama while you were...snoring away."

"Principal..?" Phantom crossed his arms as he searched his memory to match a face with the familiar name, but couldn't come up with anything.

"You don't remember your principal from Casper High?" Clockwork summoned a wall length mirror and gazed into it, enjoying his belt and his new human look. "As soon as I fit you into your human disguise, we'll be taking the Accuplacer Test in order to transfer into the school."

Phantom dropped his arms. "What the hell are you spouting?"

Clockwork turned his head and smirked. "I told you that we'd be watching Danny. Surely that counts school, doesn't it?"

The Time Ghost blinked when Phantom drew himself to full height, his glare evident. "I refuse."

"And why is that?"

"Why does my test have to have me surrounded by the few classmates I despised back in the day?" Phantom glared. "If my memory precedes me, I hated my school years. Do you really want me to fail by throwing me into such a negative environment?"

Clockwork smirked. "Don't tell me that the great Dan Phantom can't work under pressure...especially when he's surrounded by impressionable teenagers..."

What Phantom hated the most was the fact that he was being mocked the so-called all powerful Clockwork. "Bring it bitch."

"I thought you'd say that," Clockwork reached behind his back and summoned his staff from hammerspace and raised it above his head. "So, what would you prefer as a disguise? Lanky? Slim? Muscular?"

Phantom's smile widened almost to the point of villainous. "Athletic, but make the muscle depth at least lower than Dash's. How he gets through the door on a daily basis I'll never know."

"Hmm..." The staff began to glow a curious violet over Phantom's head. "Hold still."

Phantom yelped as he was engulfed in violet light. "Clockwork!"

"Don't be a child," Clockwork reprimanded calmly as the light turned brighter until it dissipated, leaving a young man around nineteen behind, his tanned arms over his face. "You're done now."

Phantom lowered his arms and looked at his hands. His gloves were gone and his skin was a light bronze color, not ghostly blue. He shoved the smirking Clockwork aside to look at his reflection.

The first thing he realized was that his flaming, white hair was gone, replaced with sultry, thick black locks that reached into a bad-boy ponytail on the back nape of his neck. His red eyes remained, except it was diluted and was almost a wine-like color. He wasn't as muscular as his ghost counterpart, but he was lithe and athletic enough to be spot on to be a quarterback if he wanted to. His tight black shirt accentuated his torso nicely.

"I look like my upgraded and less dorky younger self," Phantom chuckled as he shamelessly posed in the mirror. The gray jeans and black Converse shoes brought a dark smile to his face. "Very sexy...perfect for me." He stroked his now soft, black goatee which made him look like a real bad boy.

"You're welcome." Clockwork muttered in boredom and looked at the clock. "It's seven-thirty. We're going to be late."

Phantom tugged on his collar. The only thing about him he didn't find sexy at all."Wouldn't it look peculiar for me to walk around with a gadget only a crazy Fenton would make? Especially if a certain ghost boy and his friends might see it...?"

Clockwork paused as he picked up the backpacks and glanced at Phantom. "Very well. Come here."

Half expecting to have it taken off, he eagerly approached Clockwork. A pair of pale hands grasped his neck.

There it was again. Something in his chest was thundering against his ribcage and he found it vaguely uncomfortable.

"Do you mind hurrying it up?!" He growled as the thundering in his chest gained speed as he felt Clockwork's fingers graze against the now sensitive parts of his neck. He growled when Clockwork chuckled at the shiver he accidentally conceived.

"Are you attracted to me, Phantom?" Clockwork's voice tethered on amusement at Phantom's antics.

Phantom shrugged it off indifferently. "Of course not. I don't swing that way." They were silent for a moment which bordered on awkwardness until Clockwork spoke.

"You've just experienced becoming human after ten years," He reasoned. "It's only natural that your body is extra-sensitive. It shouldn't be as bad as me, though. I haven't been human in two hundred years."

"Damn Clockwork and his self control," Phantom muttered as Clockwork stepped back. He touched his neck. He can still feel the collar. "The hell? Why is it still there?!"

Clockwork admired the job for a moment before throwing a navy blue backpack at Phantom. He caught it with one hand. "I merely made it invisible. Not even Danny Phantom can see it."

"If Danny Phantom couldn't see through this disguise, I'm certain no one would discover anything...well, except maybe Sam and Tucker," Phantom narrowed his eyes. "If I remember them correctly, they're usually more ahead of things than I was. Maybe Jazz if we drop our cards in front of her face."

"It's nice to know you can self-criticize without it hurting your ego," Clockwork quipped as he approached the door leading out of the apartment. Phantom headed for the balcony. "What are you doing?"

"It's faster to fly out, stupid." Phantom stretched his new found human legs and stood on top of the railing. He jumped.

Almost as if someone pressed the paused button, Phantom hung in mid air. Everything around was frozen except for a certain Time Master.

Clockwork palmed his young face, his other hand pressed against the black hourglass on his belt. "He's just as impulsive as his teen counterpart." He had a strong desire to let go of the hourglass and cause Phantom to fall to his doom. He walked over and pulled Phantom back onto the balcony and pressed the hourglass again. Phantom facefaulted right onto the living room carpet.

"I HATE IT WHEN YOU DO THAT!!" Phantom bellowed from the floor. Neighbors from downstairs complained by hitting their ceiling with the butt of their brooms.

"Use the door, Phantom," Clockwork opened the door slowly, as if trying to teach Phantom how to open it. "You are human now. _Act _like one."

Phantom reluctantly followed him out the apartment the normal way, grumbling about stupid school and even stupider time ghosts.

* * *

_Meanwhile..._

"How...how dare he?!" Observer number one crunched up the letter from Clockwork in his green hand. "Does he think this job is just a backwards Nasty Burger manager position?! He leaves time by itself to do it's own bidding!!"

"It's own bidding!" Observer number two agreed with a subtle nod.

"What if the time stream accidentally unraveled itself?! The fate of the universe would be in danger all because one insufferable ghost thought he should relax and take a vacation!!" Observer number one smacked the hand containing the letter onto Clockwork's working table.

"He thinks you've gone soft," said a feminine, trilling voice from across the corner. "He believes that he holds all the cards, therefore he should be free to defy you and do what he wants..."

Both of the Observers turned to find the source of the voice. A figure stepped forward draped in a black cloak not unlike Clockwork's.

"And who are you?" Observer number one demanded. "You are not allowed into the Ghost of Time's sanctuary!"

The hooded figure raised her head a fraction and the employers of time could see a pair of violet eyes blazing with ecto-energy. "I am merely looking for a job, my lieges." She bowed to them, something Clockwork never had the courtesy to do despite being their underling. "If you do not believe that Clockwork has remained..._competent _in his job, I would be more than happy to release him from his boredom and instill his responsibility on my own shoulders."

"How noble of you," Observer number one answered. "But I am afraid that Clockwork is the only ghost suited for the job. He coexists with time; he is embedded with it. All the powers of the Before, Now and Later belong solely to him."

"...Solely to him." Observer number two muttered.

The hooded figure hovered a bit before answering. "But if there was such a way to replace him, would you prevent it?"

The two Observers looked at each other and then looked at the figure. "ABSOLUTELY NOT!"

"I would like nothing more than to fire that smarmy ghost!" Observer number one said indignantly. "If you can find a way to rid him from his duties, you may HAVE his job!"

"HAVE his job!" Observer number two repeated with the same ferocity.

The glowing eyes narrowed. "Excellent."

TBC...

* * *

Chapter 3 Summary:

Clockwork and Phantom are transferring to Casper High to keep an eye on Danny. Can they handle high school life? And what's with the Observers and this new replacement for Clockwork? Also, Phantom finds it hard to adjust to his human body, especially when it acts in the most perverse way! Can Clockwork save him from embarrassing himself?


	3. III: Infiltration

A/N: Yikes, I've got reviews? Impossible. Well, to answer what little comments I've got, I know Phantom's a little goofy, so I have made him a little more cranky this time around...So this is like, the longest chapter I have ever written...EVER. Too much ideas and lame jokes...lol

* * *

III- Infiltration

Lancer stared at the paperwork before him, a frown playing on his features. There hadn't been many out-of-state transfers since the first onslaught of ghosts that plagued the town. As much as he enjoyed teaching his young, though rebellious charges the world they were about to take by storm, the two young men in front of him didn't seem...normal.

He glanced up from his desk. The dark-haired, muscular teen had his feet kicked up on his desk and he leaned backwards, looking rather ill-natured beneath the fringe of his dark bangs. Lancer knew a problem child when he saw one and this boy was the poster child.

While the rebellious looking boy seemed normal enough, his companion wasn't. Lancer's eyes reached the blond's indigo ones and almost at once he could feel the younger looking boy sizing him up, trying to see right through him...as if figuring out what made the teacher tick.

The blond-haired boy sat rather primly in his seat, as if he could hold his own in the real world without falter. Lancer could almost feel a wise aura around the boy and for a second, felt like a six year old being chastised by an adult.

Lancer returned to his paperwork when he felt not only the blond's gaze deepening, but the raven's stare burning on the side of his face.

He cleared his throat. "Misters Elian and..._Dark..._Dalibor...?" Dark was a strange name and Lancer wondered what type of parents they belonged to. Were they strange too, just like the resident ghost hunting family, the Fentons?

The blond looked up in recognition. The raven didn't.

Clockwork subtly pushed Phantom's legs off the desk table, causing Phantom to forcibly sit up. Phantom growled dangerously.

"What the fuck's your problem?!"

"Language, Mr. Dalibor!" Lancer warned. He already didn't find the boy endearing.

The blond stared at his raven haired companion and Lancer can see a warning flash in his indigo eyes. "He's addressing you, _Dark._"

Wine-colored eyes seemed to glow a distinct red and it faded as fast as it appeared. He glared at Lancer. He hadn't forgotten back in his days how the particular teacher in front of him meddled in his life on a daily basis.

"Yes...?" He grounded out politely. His tone gave the ruse away.

For some reason, Lancer had recognized that tone from somewhere, but couldn't put a finger on it. He shook his head and lifted up the papers. "It says here that you two are from...?"

"France," Clockwork answered. "We're from France."

"The pansy over there is from France," Phantom glared at Clockwork's direction. "I'm from--"

"Italy," Clockwork gave another warning glance at Phantom's direction. "He stayed with our Father while I stayed with our Mother. They're divorced." The last thing the Master of Time needed from Phantom was to blow their cover by saying he was from America, more so Amity Park.

Lancer set the papers down and interlaced his fingers on his desk. "Your American accents are quite remarkable. I don't even hear a hint of foreign dialect from either of you."

"What is this? An interrogation?" Phantom stood up and placed a hand on his hip, his glare growing more malevolent by the minute. Clockwork was about to placate the situation until he was halted by Phantom's free hand motioning him to silence. "We were raised in America young and we were in our early teens when we went to Europe. English is our first language."

"My mistake then," Lancer sighed. This day was just getting better and better. "You two are brothers, then?"

"Indeed." Clockwork answered with a complacent smile. He had the strange power to reassure people and it worked on Lancer completely. "You must forgive Dark. He has Mother's temper."

Phantom gritted his teeth and sat down. The classroom was all too familiar, Lancer was all too familiar. He could feel anger bubbling onto the surface as his former teenage hood days began to run rampant in his already demented mind. He remembered the many paper footballs and airplanes smacking at the back of his head by Dash and Kwan...Paulina shrugging him off like he was some piece of garbage...students laughing at him and calling him a geek. He clenched his hand tightly to the point of his veins popping out of the skin.

His dangerous reminiscing ended abruptly when he felt a warm hand placed on his upper arm, close enough to feel fingers ghosting his skin, but not enough to be called a comforting hand. He stared wide-eyed at Clockwork.

Clockwork's expression was blank and emotionless but his eyes were calm and understanding. Phantom closed his eyes in defiance and shrugged his arm away.

Lancer closed his eyes and took a deep breath, flipping a couple of papers until he found their Accuplacer Tests.

"Mr. Dark Dalibor, I should start with your results." The name still irked him for some reason, as if something was amiss. "Your results were less than what I hoped for considering your age..." He ignored the glare that was being directed to him. "But in consideration of what your background pertains to.." He pulled out a pink leaflet which had listed all of the detention establishments Phantom supposedly went to and opened it. "You have been inserted into quite a number of behavioral facilities for...anger and destructive problems." Lancer raised an eyebrow.

Phantom knocked on the wood of his desk unsavoredly and leaned to his right towards Clockwork. "Did you have fun looking up all those mean detention agencies before I'm even formally transferred here?"

There was a ghost of a smirk on Clockwork's lips. "I did enjoy it. Thank you for the consideration. You should thank me," He leaned over so Phantom could hear him. "At least your first impression towards our new classmates won't have you shoved into a locker."

"On the other hand," Lancer pulled up Clockwork's file. "Mister Elian Dalibor over here is quite an accomplished student. You've mastered over thirty-five different languages...including the dead ones..." His eyebrows arched up and his tone became lighter out of admiration. "You have published quite a few articles on Time Displacement and the Grandfather Paradox, including the theory of Dimensional Space regarding Dark Matter. Very impressive."

Phantom sneered. "I can't say the same about you, _Eli._" Maybe he'll get the honor of shoving Clockwork into a locker himself...

Clockwork merely smirked.

Lancer coughed for their attention. "So, it was obscenely obvious as to the results of your Accuplacer Tests. Mister Elian had the highest score I had seen since Jasmine Fenton..." Phantom's eyebrow twitched at the name. "...in fact, you should have been shipped off to college now."

"I'd rather enjoy my teenage years while I still can, Mr. Lancer," Clockwork bowed his head respectfully. Phantom rolled his eyes at the ass-kissing. "And I also don't want to be far from my brother. I'm afraid he becomes..._lazy _in his endeavors if I'm not there to push him to do well."

"Yes, the same could be said to Miss Fenton and her younger brother as well," Lancer nodded at the parallels. "It is not unlike the eldest to make sure their young siblings succeed."

"I thought _I _was the eldest," Phantom hissed at Clockwork. "What did you do?"

"Technically, _I am _the eldest of the two," Clockwork rested his chin on his palm. "I have lived _much _longer than you."

His growl was short lived before Lancer stood up and faced Phantom. The raven-haired young man looked up.

"On the other hand," Lancer dropped Phantom's test on his desk. Phantom raised a condescending eyebrow. "Mister Dark, your test reminds me of another under-achieved student in this school. In fact, I could've sworn you somehow managed to match answers with him question by question."

Clockwork's face couldn't be seen due to Lancer's hulking figure, but Phantom could see mild shakes coming from his well-dressed shoulders. Son of a bitch.

"Great minds think alike?" Phantom shrugged indifferently. He already knew the outcome of his test. It seems he could never differentiate from Danny Fenton, even knowledge-wise.

Lancer walked back to his desk and sat down, leaning forward slightly. "Mister Elian, because of your--"

"--lacklustered overachieving, almost omnipotent ways?" Phantom hissed under his breath. Clockwork smirked.

"--excellent scoring not fit for a high school level," Lancer finished. "You may have your pick of whichever grade you like, considering foreign schools most of the time don't count in the United States. As for Mister Dark...despite your age, I'm afraid your scores are only eligible for the tenth grade."

Phantom glanced at Clockwork. "How old am I?" Lancer watched them with a questioning gaze.

"Eighteen, Dark."

"And how old are you?"

Clockwork raised an eyebrow. "Nineteen, of course. I'm the eldest remember?"

"Okay..." Lancer shuffled his papers in confusion. "Class will be starting soon and we will need to acquire your class schedules, so Elian...?"

"I'd like to be sent to the tenth grade as well." Clockwork gave a sweet smile. "To watch over little bro here."

"_The Sisterhood of Traveling Pants_!" Lancer paused his pen over the paper and looked up. "Why not try being a senior?"

"Because he's a meddlesome fool?" Phantom scratched a bit of wood off with a concentration of ecto-energy which earned a third warning look from Clockwork today.

The blond motioned expectantly at Lancer. "Lets cut to the chase, shall we?"

"Indeed." Lancer reluctantly wrote the grades down. "You both will receive an English, math, science and a physical education class. You will then be given an option of a foreign language class, (with the exception of Elian for his rather impressive knowledge of languages), to choose and an elective to pass the...uh, tenth grade." He began to make scratching motions with his pen. "Mister Elian, I would recommend Advanced Placement classes for your schedule--"

"English and Math will be fine for AP," Clockwork remedied. "I'd like to have the same science and PE class as Dark."

Lancer studied him for a moment before proceeding. "Very well. You and Dark will have regular Chemistry fourth period and PE sixth period. What would you consider as your elective classes?"

"I would prefer Orchestra and Psychology."

Phantom made a noise that sounded sarcastic. Clockwork ignored it.

"Dark, you will receive regular classes of English, math and share chemistry and PE with your brother." said Lancer.

Phantom shrugged. "Whatever." It wasn't like it mattered. School didn't save him from the thermos, his actions did.

"And for your electives...?"

Phantom sat back and thought about it. What other electives were there? Agitated, he closed his eyes. "I'd like a free period."

Lancer and Clockwork stared at Phantom.

"That's only optional for seniors who do not need anymore credits to graduate," Lancer corrected. "Sophomores are required to have a full class load."

"Then I'll take Psychology too." Phantom snapped, tired of the amused look his blond companion was sporting.

Clockwork raised an eyebrow. "Are you even mentally qualified for that class?"

"Will you shut up?" But the expression on his face gave the answer away: it bordered on insanity.

Lancer sighed. "You still need a language class."

Phantom looked between the smirking Clockwork and the weary Lancer and answered almost in a huff. "...Latin." Clockwork's smirk grew wider.

He didn't like this at all.

* * *

"I'm just saying, Danny, now that you're popular in school, you can use that to your advantage!"

Danny sighed heavily as he rummaged through his locker for his chemistry textbook, which had mysteriously disappeared. "Jazz, I'm a little busy here."

His ginger-haired sister rolled her eyes as she picked up her backpack and pulled out the said textbook. The halfa glared as she waved it in front of him.

"You left it on the kitchen table this morning," She reasoned as she handed it to him. "You seem off, today. What's wrong?"

Danny slammed his locker closed. "It's Sam."

Jazz blinked in realization. "Oh. Love troubles."

"It's just, things have been a bit awkward lately is all," Danny shoved his textbook into his backpack. "And Tucker's complaining about being a third wheel."

The eldest Fenton placed her hand on his shoulder. Danny looked at it warily. He didn't want people to think that the great Danny Phantom needed comforting by his older sister.

"Of course it's awkward. You guys were friends first," She gave a reassuring smile. "You were like the Three Amigos and now its a couple and...Tucker." Danny smirked. "Give it time. You guys will be onto usual things in no time."

"Thanks, I guess." Danny slung his backpack over his shoulder. "Gotta go. Homeroom."

"Wouldn't want to hold you back from an education!" She waved as she turned the other direction. "See you later."

Danny gave a short nod and walked towards his homeroom and opened the door. A body stopped him.

"Dude, you're blocking the way." Danny muttered as he looked up and froze.

He was face-to-face with Phantom.

* * *

Phantom stared down at Danny with a morbid curiosity. This boy...from an alternate timeline, was him. Danny Fenton still became Danny Phantom. He was still whole.

This caused Phantom to grit his teeth in rage. This boy was considered better than him. This boy, who mastered the Ghostly Wail a decade before he did out of sheer desperation. He was whole. Phantom was merely a half of this child. This enraged him.

"Are...are you alright, dude?" Danny's carefree voice snapped Phantom from deepening into his dementia. "You look..._constipated_."

Phantom's eyes burned red with energy for a moment before he calmed down. Even if he decided to attack Danny, he'd be no match than the Box Ghost would.

He could feel a pair of eyes drilling down his back and he knew who those belonged to. He stepped aside.

"Thanks." Danny said weakly as he moved past Phantom, looking back at him with a confused stare. Had he met this strange guy before?

The halfa took a seat beside Sam and in front of Tucker. "New student?" He pointed at Phantom.

"How about _students?" _Tucker corrected as he pulled Danny's head towards the far left of the room, where a neat, blond student stood humbly by.

Sam gave a half-smile at Phantom's direction. "He's kind of cute." Her smile turned cheesy when Danny glared at her. "Sorry."

"Don't they look a little old to be Sophomores?" Danny complained as he watched Phantom gaze at him neutrally through his black bangs before moving close to the other blond student and conversed with him.

Tucker pulled out his PDA at once and messed with it. "It says here that they're from Europe, but their schooling isn't eligible to pass American guidelines, so they took the Accuplacer. Blondies' Accuplacer was enough to send him through college, but sources say he chose to stay behind with his younger brother, who's Accuplacer wasn't so hot."

"Where do you get this information?" Sam wondered in exclamation. Tucker almost answered when Lancer arrived and everyone fell into a hush.

"Obviously, we have new students today," Lancer glanced at Phantom, who grinned malevolently back. "They're both brothers from Europe and I'm sure you'll greet our new students with welcoming arms the old Casper High way."

There was a dull murmur of consent, but a few girls sat quite excitedly in their seats. Paulina clasped her hands together happily.

"Aside from my love for Danny Phantom, there's nothing more hot than foreign students!" She cooed at Phantom who gave her an insipid smirk. Mistaking that for flirting she giggled.

"Ugh." Sam covered her face with her hand. "Preps."

Paulina glared at her. "Goths."

"You know it!"

Lancer coughed intentionally and Paulina and Sam fell silent. "Before I was so rudely interrupted, Miss Manson. Miss Ortega," the girls looked away. "This is Elian..." He pointed to Clockwork who smiled in good nature. Many girls squealed.

"Please call me Eli. It's kind of a mouthful with my full name." Clockwork answered. Dash cracked his knuckles.

"Finally!" He whispered to Kwan on his right. "Ever since Danny Fenton was really Danny Phantom, I haven't been wailing on anybody in a long time! This guy's easy!"

_I can't wait to see that..._Phantom's grin widened as his acute senses picked up the conversation. It'd be interesting to see if they can manage to even touch Clockwork, let alone shove him into a locker.

If Clockwork ever picked up the conversation, he wasn't letting on that he did. He merely smiled, seemingly oblivious to the world.

"Very well. Eli and Dark..." He motioned to Phantom. Phantom neither spoke nor move, he stared ahead, daring someone to speak ill against him. Wisely, no one did."...Dalibor. There are open seats you two, over--"

Almost looking towards Clockwork for help, Clockwork had situated himself nicely next to Danny and Tucker and began to chat animatedly with them.

Paulina was way ahead of him, pushing Star off her seat and motioning to Phantom. "Over here, Dark! Over here!"

"Eager much?" Tucker noted as Phantom reluctantly sat next to Paulina, who eagerly introduced herself.

"I'm Paulina Ortega, but you can call me whatever you want." Paulina fluttered her eyelashes while Phantom stared at her expressionlessly.

"How about I imagine you not existing?" Phantom hunched over his desk. He was used to girls screaming and running from his malicious profile, not whining over him. It bothered him. Had he lost his evil touch?

Paulina blinked and then smiled broadly. "Oh, I know your tough guy routine. That's what I love about guys like you!"

Phantom groaned quietly in his seat and stared forward. He could feel a pair of eyes watching him and half expected Clockwork only to stare into the innocent blue eyes of his former self. The boy was confused and disoriented with Phantom around.

Danny was maybe more in tune to his extrasensory abilities than he let on.

* * *

And as he sat in his seat uncomfortably for the last ten minutes, watching Clockwork interact with his former self and his freaky friends without a care from the corners of his eyes, something daunted him.

Why were they watching over Danny Fenton in the first place? The boy could handle himself better than most and Clockwork never meddled in the boy's business despite the many hardships and dire scenarios he had faced before. Clockwork was leaving something out, whether intentionally or not.

As if sensing his distress, Clockwork looked towards his direction and smirked. Phantom glared at him.

_What are you hiding from me, Clockwork?_

"Mr. Lancer!" The door flew open and only Phantom and Clockwork watched in interest at the scene. An African-American girl stumbled in, clutching her backpack. "I'm so sorry I'm late again! It won't--"

"Happen again?" Lancer raised an eyebrow. "That's the third time this week, Miss Gray."

Phantom froze at once. Warm dark skin, olive green eyes and a grating voice that he can recognize a hundred miles away.

It was Valerie…!

The woman he tormented for ten years back when he was at full power. Now, she was only a mere child, with no solidarity in her stance, her face not chiseled by hardships and battles like before. He could still feel the underlying threat of her eyes that hardened at the sight of spectral monstrosities like him. His fingers curled into fists on the desk as his ghostly rage slowly bubbled up.

Valerie glanced momentarily upon him with a questioning look, already studying how he worked. He's a new student…was what was probably roaming through her calculative mind as she stared at him. A decade of battles has taught him a thing or two about his former human arch nemesis.

"Unfortunately, our new prodigy, Eli Dalibor, has taken your seat, Miss Gray," Lancer broke whatever silent contact Valerie and Phantom had on each other. "You will have to sit next to Mister Dark for now." He pointed at a vacant seat to Dark's right.

Valerie nodded quietly and sat down which caused Phantom to sit upright out of instinct. When the nimble Valerie Gray was involved, he never lazed about compared to battling anyone else. Valerie had always been one step ahead of him involving tactics back in his time, using her mind as a sharp edged weapon against his ghostly abilities. She was the only human who put up a match against him, fueled by passion and anger for the loss of fellow friends and the death of the boy she once loved, Danny Fenton. Maybe, in his weaker moments, he regarded her as the only tie to the past. He hated it and treasured it at the same time.

"Hi," Valerie raised her hand silently to him. "My name's Valerie Gray."

Phantom couldn't speak, let alone grasp her hand. Valerie put her hand down. "You alright?"

He'd never in a million years ever imagined having a civil conversation with Valerie Gray, especially one where fists and ecto-blasts weren't involved. He turned his head away, for fear of giving himself away. "Dark Dalibor."

"Oh, so you two are brothers?" She pointed at Clockwork who was in the middle of shrugging off Star who seemed to find him second-best to Phantom (since Paulina apparently called dibs on him) and bullshitting his life's story in France to an interested Sam and Tucker.

Phantom nodded. "He's the eldest."

Valerie whistled over Lancer's droll on the new and improved Ghost Alarm for the school, which excused a certain ghost boy from academic activities for a certain amount of time. "Never thought that you'd be the youngest."

"That makes two of us." Phantom muttered under his breath.

"Hey Dark!" Phantom and Valerie looked behind them to see Paulina leaning forward excitedly. "What do you think of the name, Paulina Dalibor?"

Phantom hunched over in his seat and buried his head in his arms to control himself from attacking the Hispanic cheerleader with his Ghostly Wail.

Lancer, Danny, Sam, Tucker, Paulina and Valerie all in one hour! He could feel whatever sanity he had left turning the gears in his demented head slowly crumble before his eyes.

"Put me back in the thermos, Clockwork, for Pariah's sake!" Phantom mumbled warily. He could hear the said ghost chuckle from far off.

* * *

The attack started around fourth period, where Phantom shared Chemistry with most of his tormentors (including Clockwork). They sat precariously around him talking amongst themselves. Clockwork did not chat for he lazily flipped the pages of his new Chemistry notebook, almost reciting it word for word.

He was assigned as Valerie's temporary Chemistry partner until the teacher can come up with an even seating while Clockwork was given two partners to balance out the class. Phantom thought of the unfairness of it. Clockwork was a genius in the science category who was surrounded by lesser, but still intelligent partners. He considered it overkill and he wasn't the only one. He saw Dash looking quite nervous sitting next to Paulina. They were going to blow something up on accident for sure, which was probably why so many of the students scooted away from their side of their lab.

The lab consisted of learning each other's lung capacity which Clockwork immediately found totally irrelevant to Chemistry. It was more of a Biology lab.

"We'll have to make due for now," The teacher laughed nervously. "Our first lab involved using beakers, but as most of them were destroyed during the last ghost attack, we've been short on anything considered Chemistry-like for a while."

The class secretly cheered. Dash and Paulina won't blow them up for now.

As Valerie proceeded to start the mechanism that recorded breath intake, Phantom's body heated up immensely to the point where he had to stumble away back to the desk.

"Dark? Are you alright?" Valerie walked over and leaned over to his hunched profile. Phantom looked up and his body reacted dangerously. Her soft skin, her muscle tone, her innocent eyes…ugh! How disgusting!

Something wanted release, he wanted to throw a random person on the table and--!

He grasped her shoulders so he could push her away, but his hands wouldn't leave her shoulders. She looked at him quizzically.

"Are you sick?" Valerie stared up at him in worry, which startled the Phantom.

"...I...?" He didn't know what to say, but he despised himself for a moment. What was wrong with him?!

"Clock..." He muttered in anguish as he pushed her aside and ran out the door, shocking her and others who watched the drama around her.

All Phantom could remember after that was throwing himself into the nearest restroom and clamoring over the sink to take in ragged breaths. The cool air did nothing, his body was still feverish to the touch.

He nearly keeled over from the intense heat when he felt a cool hand grazing his face and a strength not his lifting him up from the dirtied bathroom floor. Hating himself for his strange human weakness, he grasped the anonymous person for dear life. The body was cold to the touch and it cooled his skin.

"Phantom, Phantom," A wise, sultry voice flooded Phantom's now high-strung acute senses even more. "You lack self-control."

"What the fuck did you do to me, Clockwork?" Phantom's body grew hot and he pressed further against Clockwork's body, irritating yet satisfying him greatly.

Clockwork's eyes glinted in amusement. "Don't tell me you forgot what it's like to be a teenage boy?" He proved his point by wandering his hand against Phantom's abdomen. Phantom pushed against it with a groan.

"I'm...fucking horny?!" Phantom growled in both shame and irritation. Clockwork shrugged.

"If you want to put it bluntly, then yes," The blond continued. "Emotions and the body's response to emotions are one and the same. Believe it or not, you do have some sort of emotional range buried within you, but it hasn't surfaced yet. Because of that, your body is not all in your control. It reacts when it feels like it and it is only your behavioral emotions that can keep it under control."

"Less intelligent terms, please?!" Phantom shoved Clockwork away to indignantly glare at him.

Clockwork brushed himself off and stood up. "Your body has a mind of its own and you don't have the adequate emotions to suppress it like all humans do. You lack compassion."

"When has compassion had to do with keeping my dick in line?" Phantom snarled. His body reacted to Clockwork's rather androgynous beauty and he turned away in spite.

"Most people take other people's feelings in consideration before jumping the gun and...what did you call it...? Becoming 'horny'." Clockwork stalked closer to Phantom, who took a step back out of sheer frustration. "Their feelings of relating to the other person can override the body's most...primal instincts." His tone became amused. "You have yet to feel compassion, therefore your body becomes instinctual whenever it senses something to mate with. Miss Valerie is quite a beautiful human specimen--"

"--You disgust me." Phantom growled. There was no way in hell he was attracted to his former arch nemesis. "I care nothing about that twit!"

Clockwork sighed. "You are difficult." He turned to leave.

"Hold it!" Phantom roared. "What am I supposed to do with this?!" Clockwork blinked at the rather large bulge Phantom was sporting.

"Jerk off?" Clockwork mimicked Phantom's term for self-fornication which earned a deep growl from his direction.

Phantom banged his head on the tiled wall. "I already did that _last _period."

Clockwork blinked again and then sighed. Phantom's body reflected Phantom's emotional needs. He can't be satisfied by doing things alone. "You need something a little more intense to satisfy that body of yours."

Phantom gave a small grunt of surprise when Clockwork sauntered right up to him and pushed him into one of the bathroom stalls. "What are you...?!"

"Relax," Clockwork muttered as he pulled the Phantom's head down. "You'll probably enjoy this."

* * *

**WARNING: MILD PORN AHEAD. DON'T READ IF YOU HAVEN'T TAKEN THE JUMP TOWARDS HOMOEROTIC SCENES.  
**

The former renegade's ghost's eyes widened in surprise when his mouth merged with Clockwork's in a chaste kiss which lasted for a good amount of seconds. Clockwork pulled away.

"Are you alright?" He wasn't sure of Phantom's sexual preferences and he wasn't going to waste satisfying him if he wasn't interested in his company.

Phantom's wine colored eyes grew into an intense red and Clockwork waited for the next outcome. Being a master of time, there were two outcomes: one was where Phantom's more pissed off than hell and blasts him out of instinct and two...

"Is that the best you can do?" Phantom snarled as he crushed the bemused Clockwork against the wall of the stall, forcing his mouth deep into Clockwork's.

Clockwork never made a sound. He was never the vocal type and the only granted thing he did was make small noises of a groan or affirmative as Phantom invaded the inside of his mouth with his tongue. He explored with a hungered fervor.

_He must really be frustrated..._Clockwork thought calmly as Phantom made the bold move of shoving his hand up Clockwork's shirt to search for more skin to embrace, to touch. He wanted to make the time ghost's skin light up with a fire.

Clockwork made a small startled noise as Phantom eagerly discovered his nipples and tugged on them viciously. Clockwork wrenched his mouth away before he got too eager as well.

"Are you really this excited?" Clockwork let out a small groan as Phantom ignored his claim and began to find another source of flesh to feast on: his neck. He ran his fingers all through Clockwork's soft hair.

Clockwork clutched against Phantom when he discovered a very sensitive place between his jugular and collarbone and sucked on it madly. The master of time gave a small groan when Phantom in a fervor, ground his lower body against his, feeling Phantom's pressure almost painfully on the lower portion of his abdomen.

"...fuck..!" Phantom growled as he pulled away from the now bruised neck and devoured Clockwork's already waiting lips, indulging in each other before Clockwork decided to take things into his own hands.

He gently stroked Phantom's chest, which earned him a low animal-like growl of enjoyment and trailed lower and lower until he reached the buckle of the raven's pants.

Phantom's anger and malice flew out the window with his common sense. He didn't give a flying fuck if he was trapped in a bathroom stall with the one ghost he hated the most. He wanted Clockwork's lips, body and hands that were unbuckling his pants quite nimbly. He wanted to pound something of Clockwork's, anything to bring to a completion he had never felt in years.

He wanted to share his body with another he could trust, even if for this one moment.

His member was free and Clockwork skillfully stroked it in his hands, and had illicit a rare moan from Phantom who moved against those soft fingers with wanton abandon. It was at an irregular pace, before they slowly began to move as one and Phantom enjoyed every minute of it.

He kissed Clockwork again, this time with less demand and more softness, Clockwork rewarded him by squeezing his member gently but precisely. He pressed deeper against Clockwork, pressing against the stall wall for dear life.

With each thrust, Phantom got closer to his climax and he relished in the feeling when he exploded onto Clockwork's hand and felt exhausted but immensely satisfied. He fell to his knees and pressed his lips against Clockwork's exposed stomach.

"...good...?" Clockwork murmured as he stroked Phantom's now sweaty black locks. "Do you feel better now?"

Phantom allowed himself to smile weakly around Clockwork's abdomen. "...Fuck yeah."

* * *

Soon after, the afterglow slowly wore off and Phantom was startled with the realization that he was in the bathroom finishing off a handjob…

…and Clockwork was the one who helped him.

His eyes slowly returned to a normal human hue and he pulled away from his post-sex snuggling against his tormentor's taut stomach and looked at Clockwork with a burning expression of defiance and embarrassment. He half-expected the master of time to laugh at him.

Clockwork stared back expressionlessly as if they had just encountered a normal conversation and left the stall to wash his hands, eradicating whatever evidence their confrontation had left.

"You feel better now?" Was all Clockwork asked as he dried his hands and fixed his shirt, which had still hung below his ribcage. Phantom rubbed the back of his head awkwardly.

"Thanks…?" The kindly word still left a bitter taste in his mouth as he was still unused to politeness and whatever menial emotions he was to experience all over again.

Clockwork ran his fingers through his mussed up hair which was grasped so enthusiastically by Phantom during their 'funtime'.

"Don't worry," Clockwork reassured as Phantom fixed himself up in front of the nearest sink mirror. "I won't tell if you won't."

Phantom raised an eyebrow. He was still uncertain. "Like nothing happened?"

"Indeed." Clockwork ran his hand one more time through his hair, his expression always guarded, always hard to read. Phantom wondered if Clockwork was just as confused as he was about this particular situation. "Wouldn't want the lady population of Casper High to discover two rather handsome brothers fooling around in the boy's bathroom." His amused smile returned and the awkwardness almost melted away.

Phantom smirked darkly. "As if that would stop Paulina from marrying me."

They both chuckled and again, Phantom felt something hammering in his chest. It seemed to be getting stronger the longer he was in Clockwork's presence.

Clockwork looked at him, faintly amused. "Ready to go back?"

He'd rather remain in the bathroom with Clockwork than go back to a flaunting Paulina and the irritating Valerie, but he wouldn't admit it aloud. He didn't want that amused grin to transform into a taunting smirk. Clockwork looked much more handsome that way.

He shook his head. No, Clockwork wasn't handsome at all. It was the post-sex that was derailing his judgment, leaving him loopy with his common sense thrown out the window. He was just grateful of the time ghost's…_contribution_ into helping him with his human problems. That was all. That was all it would ever be.

Just then, a thick trail of red mist left his lips. At first he had assumed that Danny was running about outside as Clockwork noticed the Ghost Sense and turned towards the door.

Phantom watched as Clockwork attempted the strangest thing: his eyes widened.

"Watch your back!" Clockwork warned as he forced Phantom down to the tiled floor and the door to the bathroom and the entire wall around it exploded, debris flying everywhere and on top of them.

The school's Ghost Alarm sounded and students ran frightened and jubilantly out the front doors.

Groaning, Clockwork managed to throw off a huge chunk of dry wall that covered them and he fell to the side to let Phantom up. They were covered in dust and debris.

"Are you alright?!" A ghostly voice hovered above them. They looked up.

Danny Phantom floated from a considerable height and his face turned sheepish when he recognized the new students. He chuckled nervously. "Heh…welcome to Casper High. Where ghosts run rampant and the school regularly gets damaged."

The ghost boy turned and his expression changed. It became serious. "Free period is over, kitty!"

A spectral tiger emerged from the wall and went tangible, it's violet eyes demented and determined. It pounced not at Danny, but Clockwork and Phantom.

"Watch out!" Danny sped forward to save the two. Phantom shoved Clockwork aside and the tiger's dangerous looking claws missed and embedded into the tiled floor. It roared menacingly.

Valerie arrived, decked out in her ghost hunting attire and aimed her ecto-blaster at the snarling tiger. "Back off, ghost!"

The tiger smirked, turned around and flipped its tail, sending a wave of violet ecto-energy at Valerie's hoverboard. It exploded from the pressure.

Valerie yelped in alarm as she fell and without thinking, Phantom caught her and broke her fall. They both fell back with a huff.

"Dark!" Paulina appeared from one of the rooms and saw the catastrophe in the hallway. "Are you alright, my eventual boyfriend?!"

The tiger's grin widened as it faced Paulina.

"Run, you insolent girl!" Phantom pulled himself and Valerie up from the floor as the tiger pounced. Paulina ran with a scream.

"Leave her alone!" Danny's hands began to glow green and he fired a charged-up Ghost Ray at the rampaging tiger. It was blasted against the wall.

The tiger returned to battle, unscathed and particularly murderous. It proceeded to dodge Danny's blasts before rounding on the defenseless Phantom and Valerie.

_If only I wasn't as weak as that damn Box Ghost…!_ Phantom thought as he shoved Valerie behind him. _That tiger would have already been made into a pelt!_

Before the tiger sunk its teeth into Phantom's body, it was forced aside by another spectral animal. Phantom, Danny and Valerie watched in an almost horror as a pure white wolf reared up, its familiar indigo eyes lit up in a wise fashion. Would they have to contend with the wolf too?

The tiger regained its footing and attacked the wolf instead, sinking its teeth into the wolf's arm before it was given a well hind kick by the canine. It slammed against the lockers and destroyed them.

"Great, there goes my algebra notes..." Danny grumbled as he forced a great amount of air into his chest. "Cover your ears!" He warned Phantom and Valerie.

Phantom knew what was going to happen next: the infamous Ghostly Wail. Valerie covered her ears and crouched face-down on the floor, ready for impact, but not him. He wanted to see how well Danny used their signature power, he wanted to understand why strong abilities came so easily for him but not Phantom. He watched with a resentful air as Danny filled his lungs to the brim with air, concentrating it all into ecto-energy as he stuck out his chest.

He let it all out and a ghostly noise of wailing like banshees resounded from the boy's outstretched mouth, taking everything within its reverberating range with it. The sound did not hurt Phantom. He was used to the almost melodic roar of the wailing spectral pitch.

The wolf managed to go intangible and leave before the sound hit him, but the tiger was not so lucky. It roared in pain and was blown across the hallway and went intangible, disappearing from sight.

Danny's wailing ceased and he took in great amounts of air. He looked around. "Where's the tiger?!"

Valerie looked up from the ground. "It disappeared…"

"Danny!!" A chorus of a duo sounded from far off. Sam and Tucker arrived just as Danny de-transformed back into a human.

"Great, we missed a great ghost battle….again!" Tucker groaned as he looked around at the destruction. "And I wanted to get this footage on Youtube!" He held up a video camera dejectedly.

Sam tossed the Fenton Thermos at Danny, which he caught. "I told you to carry this around with you. We can't be there at every moment."

"Sorry guys," Danny stared at the place where the tiger went intangible. "But, what was a ghost tiger doing here?"

Tucker shrugged. "Maybe it had a grudge with the city zoo or something."

Phantom stood up and looked around. Where was Clockwork? "Clock—I mean, Eli?" Phantom called. No answer.

"He probably did the smart thing and ran off," Valerie picked herself up and regretfully looked over her now destroyed hoverboard. "This is gonna cost me."

"Drop it over by my place after school. I'm sure my mom would enjoy fixing it." Danny gratefully took his backpack from Sam and dumped his thermos inside it. "I'm going to go and search for that ghost in the meantime."

"Want us to follow you?" Sam placed her hands on her hips, ready to follow along with Tucker.

Danny waved it off. "Naw, just tell Lancer I'll pick up the homework later or whatever. I need to get some answers."

"Your call, dude," Tucker weighed his camera hopefully. "Do you mind taping your battle if you do find the ghost?"

Danny narrowed his eyes plainly before he transformed once again and zoomed off.

Tucker's expression turned from hopeful to a comical disappointment. "I'll take that as a 'no'." He followed Sam dejectedly towards Lancer's office.

Valerie faced Phantom. "Will you be alright? You kinda scared me back in Chem class. Thought you had an asthma attack or something."

Phantom shook his head. "I'm fine now. Go on ahead." He was tired, too tired to glare, too tired to ignore even Valerie. He was physically and emotionally exhausted.

Valerie nodded. "And thanks…for watching my back." Her face tinged red a bit and she ran off.

Phantom rubbed the back of his head, clearly disappointed with himself. When had he lost his evil touch?

* * *

He returned 'home' and at once flopped on the moth-eaten couch, attempting some form of a human nap. Sadly, his stomach grumbled before he even shut his eyes.

"Son of a…!" He sat up and proceeded to the fridge, hoping for some type of snack to placate his rumbling stomach. He had not eaten anything as a ghost for a decade…what would a human eat that was edible?

Seeing a candy bar, he opted for it and munched while staring down at the bedroom door. Was Clockwork inside of it, or was he grandstanding somewhere in Amity Park at the wee hours of the night? He intruded without care.

A familiar blond head looked up from his book and for some reason, Phantom visibly relaxed. Clockwork was merely reading. He was fine.

"I may have been a spectral being all my life, Phantom," Clockwork turned a page. "But I do know that one must knock first before being allowed entrance into one's room."

"Shut up." Clockwork mercilessly gives him a handjob and he's chiding him on _personal space_? He glanced at Clockwork's bandaged arm. "What the hell happened to you?"

Clockwork gazed indifferently at his arm before returning to his reading. "Humans become injured on a daily basis, Phantom. You above all should know that."

"Yes, but you are a ghost," Phantom walked across the room and grabbed Clockwork's arm, unraveling the bandage with not even a slight sound of protest from his companion. "If you were injured the normal way, you'd heal in an instant…" He gave a noise of affirmation as the wound resulted in two deep puncture marks which were dripped in familiar greenish goo of ecto-energy. "It takes a deal longer if the injury was by a fellow ghost though. A ghost tiger, perhaps?"

Clockwork merely smiled. "Ah, I see someone has been using his mental energy more than he is used to."

"Any idiot who has known you for a time recognizes those ghostly eyes of yours, wolf-boy," Phantom ran his tongue along the wound, dipping into the puncture marks. Clockwork made a small noise of surprise. "Let me make it up to you for your _charity_ back in the bathroom…"

There was nothing more delicious than a ghostly wound in Phantom's opinion. He could taste Clockwork's sweet bloody nectar flowing freely from the wound as it mixed with whatever spectral venom was left from the attack. He indulged Clockwork's forearm as if it was caviar, lost in the sensation of blood and a mixture of pain and pleasure that was most likely shooting through Clockwork as he dipped his own fangs into the wound, creating more blood.

Clockwork set his book down and rested against the pillows, admitting to himself that the Phantom's tongue running through the wound was quite enjoyable, seeing as he was used to doing things alone, including healing. He allowed Phantom to play with it; no matter how demented it seemed in doing so. Phantom was a good boy today. He may have his fun.

With a final drawn out lick, Phantom licked his lips as the wound looked quite clean than it was before and looked quite satisfied in the uncharacteristically relaxed look Clockwork was giving him. "Enjoyed it?"

"I did." Clockwork admitted shamelessly. "Very _compassionate_ of you to take care of me." The smirk returned and Phantom looked away indignantly.

"Do I get sleep in a comforting bed now?" Phantom wasn't one to beat around the bush. He wanted that bed.

Clockwork withdrew his arm and his smirk widened. "Of course not."

Phantom's eyes turned red in exasperation. "What about today?! All we did?!"

"One handjob and you assume that you have the right to share my bed?" Clockwork raised an eyebrow. "Romantic much?"

Growling, Phantom promptly left the room. Clockworks amused laugh echoing behind him.

* * *

The familiar hooded figure stood on top of Casper High and looked quite bored at the scenery. Humans bore her frequently. They had the same dilemmas, the same history.

She placed two fingers on her lips and whistled a tune only a ghost would hear. The ghost tiger at once leaped onto the deck and heeled at her feet.

"So, Clockwork is not above using the Animal Manipulation gene like the rest of us in order to protect the innocent…" She murmured in interest. "Intriguing."

She patted the tiger's head and it disappeared in a ghostly smoke. She inhaled it back into her body. "Your tricks won't save you for long, Clockwork, Master of Time, Space and Dimensions." Her eyes began to glow a deep violet. "I will destroy you by destroying everything around you."

A ghostly portal opened up around her and she stepped into it, vanishing without a trace. Her laughter being the only faint echo of someone once being there.

TBC…

* * *

Chapter 4 Summary: Let's see, Clockwork flaunts his stuff as he joins the swim team and shows off his instrument skills while Phantom decides to vent out his frustrations by joining the football team. Will he make the cut? Also, things heat up when another foreign exchange student joins the fray and shows a blatant interest in our little time ghost. Is that jealousy, Phantom?! What does the hooded lady want and who is she?

Reviews are nice.


	4. IV: Whispers

A/N: Howdy ya'll. I was being bugged a lot about a new chapter here, so I finished it during the long winter break. Enjoy.

* * *

Chapter IV- Whispers

Phantom was notorious for many things. He burned down cities with the wave of his hand, blasted ghosts to oblivion with the sound of his wail and tortured former friends and comrades by masquerading as Danny Phantom in need of help and then smashing their dreams to smithereens.

Yet, nothing could prepare him more than high school.

He found himself dodging Paulina at every turn, going so far as to take refuge behind the school dumpster to hide from the relentless cheerleader. Dash, in jealousy, made it his life's current mission to debunk Phantom's new popularity with Paulina by setting his jock buddies at him, only to find them trapped in the band room's lockers throughout most of the day.

He remembered the grimace Valerie gave him every time he screwed up their lab work, waiting for her in a quiet alertness to pull out an ecto-gun and shoot him with it out of pure exasperation. It was impossible to get over an enemy, no matter how changed the timeline was.

Not to mention, the insufferable Mr. Lancer, who saw the lack of potential in Phantom's school work and forced more homework upon him. It was only at Clockwork's demand that he did not burn the homework sheets to a crisp.

The only thing he had a semblance of rejoicing was lunchtime, when he and Clockwork were able to disappear from adolescent eye and converse normally beneath the trees outside, no one to bother them at all.

Phantom sat and leaned against the tree, basking in the stray warmth that shined from the canopy of trees. It was nostalgic and peaceful, something he hadn't enjoyed in decades. He closed his eyes briefly and napped.

And then the nightmare began. He couldn't see anything, but he could hear. And in the semblance of being between awake and asleep, he could register the torturous moans bellowing in his ears, his own maniacal laughter billowing between the screaming and shouting.

He was listening to his memories of his reign as the ultimate ghost and something stirred violently in his gut almost painfully as he first laid eyes on Clockwork who appeared before him and re-settled time before he destroyed Amity Park the first time.

'_Who the hell are you?' Were his first words to him._

_Clockwork back then looked around at the destruction Phantom had caused and then gazed at Phantom, his face was expressionless, but his eyes were soft and gentle. _

'_I'm sorry,' Was what Clockwork said to him. 'I couldn't save your future, but I can save your past.' _

He understood now what that meant. Clockwork was able to save the Danny Phantom of the past, but not him of the future. He exists outside the time stream now, with no purpose in any lifetime.

Gritting his teeth he turned his head violently to the side to shake off the memories, only to feel a warm hand cupping his cheek. He unconsciously pressed his lips against the palm.

"You can't sleep all day, Phantom," A voice whispered just above him. It was the sweetest sound he had heard all day. "You'll get us both in trouble."

Phantom opened his eyes and jumped with how close his face was to Clockwork's and sat up abruptly, growling sharply. "Ever heard of personal space?!"

Clockwork raised a delicate eyebrow. "You weren't complaining a minute ago and as I recall, you have the tendency to visit my bedroom unannounced from time to time."

The raven haired teen snorted and flipped away from the amused ghost, trying to resume his nap, but couldn't. He didn't want to hear those screams again.

"Bad dream?" The tone from Clockwork's voice was rather suspicious, almost too casual.

"What do you know?" Phantom flipped back around and stared at Clockwork accusingly. "Do you know something I don't?"

Clockwork blinked. "They say that a lack of nourishment is the reason for bad dreams." He shrugged and pulled out a large bag from his backpack. "Like Chinese?"

"I have no need for your advice, you meddling fool," Nevertheless, he grudgingly took the bag and began to search through it. "The sooner I regain my freedom from you, the sooner I keep whatever sanity I have left."

When Phantom looked up, he saw something flash in Clockwork's violet eyes that faded immediately as soon as it appeared. Was it bitterness? Hurt? His train of thought then disappeared with a dismissive wave of the delicate blonds' hand.

"So, how were your classes?" Clockwork's smirk reappeared and Phantom mentally prepared himself from the intellectual bantering he was going to be thrown at. "Bring back any memories worthwhile to completing what you set out to do?"

Phantom's right eye almost twitched in anger. "If anything, it only reaffirms my reason why I destroyed this blasted hunk of junk in the first place!" He pointed indignantly at the innocent, educational building. Clockwork blinked at the sight.

"Well, that's not good now, is it?" Clockwork stole back the bag when Phantom decided to eat out of it like a caveman and began taking out the contents. "You're supposed to relearn from this experience…"

"…don't give me that! You were setting me up in the first place, haven't you?" Phantom glared at Clockwork suspiciously. "You already know what will happen in my future. You just enjoy torturing me to stroke your own ego!"

"Maybe I am," Clockwork shamelessly answered back. "Then again, maybe I'm not." He took a bite out of a piece of orange chicken and licked his lips. "Delicious."

Growling in exasperation, Phantom snatched the Chinese container. "I don't understand you!"

The time ghost's smirk faded a bit to an almost whimsical smile. "No one really does actually," The dark cloud faded almost instantly and Clockwork resumed his normal telltale grin. "Anyway, enough about assuming the obvious that I'm all-knowing, let's go back to your predica---"

"DARK?!! Are you thhheeerrreee???!!!" Came a sing-song voice from far off. Phantom instinctively tensed up like a cornered rabbit.

"No---not her! It's too damn early!!" Phantom's eyes dilated in alarm and began searching for a way to escape. Her voice seemed to come from all directions and was getting closer by the second.

The corners of Clockwork's already smirking lips were twitching upwards. "Isn't that that adorable Paulina? Sounds like her…"

"You've got to distract her, Clockwork! I'm begging you!" Phantom stood up, causing the food fall down onto the grass. The time ghost nearly pouted at the food abuse.

Clockwork pinched the bridge of his nose and sighed. "Fine. But you owe me." He swiftly made his exit towards the crooning sound of Amity Park's resident head cheerleader who was practically whining Phantom's false name.

Seeing her amongst the bushels, where she sweetly asked Danny and his friends about Phantom's whereabouts, he made a graceful entrance.

"You know, you can use your awesome ghost powers to find my beloved Dark, Danny…" Paulina was practically hovering over Danny, which caused Sam to crush her boxed orange juice in her hands. Somewhere in Amity Park, the Box Ghost was crying.

Clockwork cleared his throat, causing the group to stare. "Uh…Paulina, I overheard you asking for my brother…?"

Paulina squealed and found Clockwork as her next squeeze toy as she snagged his middle. He grunted from the immediate loss of air. "You know where Dark is?!"

"Indeed…" Clockwork managed to grunt out as another squeeze was in order. He pointed into the foliage where Phantom was indeed hiding. "He's over there."

There were two loud noises that erupted after the words left Clockwork's lips. One being an excited scream from an ecstatic cheerleader who saw a tuft of black hair peeking from a bush and another an anguished roar from the said bush after being betrayed.

"You swine!" Phantom jumped out of the bush just in time before Paulina practically tackled onto the poor bush. "You said you'd keep her away from me!"

"Once again, brother, you know nothing about the '_plays on words_," Clockwork smirked. "I merely distracted her for but a moment like you told me to. You said nothing about _deceiving_ her."

With an aggravated growl, he ran off, Paulina at his heels while a melodious chuckle could be heard over all the uproar.

Scratch that, Phantom _also_ hated lunch.

* * *

Phantom decided to conduct a talking strike towards Clockwork after that scene, making no effort to neither talk back nor acknowledge that the time ghost even existed. Fortunately for him, this left Clockwork a bit more impatient than usual.

"Act like a child then, Phantom. It's not like my freedoms at stake here." With that said, he turned in for the night…without leaving Phantom a blanket.

The former renegade ghost slept on the couch that night with no blanket, but he was resilient. Clockwork wanted him to suffer, but he wasn't going to give him the pleasure of seeing it. Instead, he cuddled…or, to save his ego, _manly huddled_ as far as he could into the couch, trying to soak up the heat from the friction.

"Damn you, Clockwork! Not even a fucking pillow to sleep on!" Phantom grumbled as sleep overcame him. He was getting used to exhaustion due to his relatively new human body, but yet his dreams had yet to give him any mental relaxation.

He began to have nightmares.

At first, his dream was merely an exhausted fog billowing around and he'd wander it for what seemed like eternity before waking up to start a new day. But then the fog became darker and darker before he knew it, he began to hear the familiar screams of the people he had tortured and hurt.

"_Run! It's Danny Phantom!!!" _

"_You monstrous being!"_

"_Fucking monster! Leave us alone!"_

"_I beg of you! Spare my children!" "Why are you doing this?!" "Please stop it!!" "Let us go!!!" "What have you done to my friends?!!!" "Everyone, run for your lives!"_

The words, the phrases, began to blend and become a hundred times worse, causing Phantom to cover his ears as the ringing took a turn for the worse.

"SHUT THE FUCK UP!!! I'VE HEARD ENOUGH!!" Phantom bellowed as the sound began to suffocate him. The cries and screams were piercing his every being.

_Kill…kill… _He began to hear in the back of his head every few sentences. After a few minutes, it soon became a metronome for every sentence, every phrase and then every word, until the cries were drowned out from the word. It gave him peace. It gave him silence.

_Strangle…strangle…strangle…._

Strangle what? Was what Phantom wanted to know. For getting rid of the noise of the pains of tortured souls, he was willing to kill if the voice desired.

He reached out and his hands finally grasped something. Strangle…he needed to strangle whoever he was holding in his hands.

He squeezed his palms hungrily.

* * *

Clockwork ran into the living room where he heard Phantom's tortured screams and found the said young man on the floor, clutching his ears as if to drown a sound.

"Phantom? Are you alright?" He swiftly reached towards Phantom and grabbed his hands. "Wake up, Phantom. You need to wake up!"

All of a sudden, Phantom's clenched muscles began to relax and his hands fell limp in Clockwork's. As if a great burden was lifted from him.

Clockwork raised his voice tentatively. "Phan---!"

Whatever he wanted to say next was lost. Phantom suddenly began lunging at the blond, his hands finding their way around his neck. He choked and gasped as he was forced down to the carpeted floor by the monstrous strength from Phantom as he opened his eyes, demonic red and blazing.

"Strangle….kill….strangle…!!" Phantom smiled insanely as he played with his new toy, giving Clockwork an experimental squeeze which caused the time ghost to let out a strangled gasp. Satisfied, he proceeded to mount directly on top of Clockwork. "I want to play some _more_…"

Clockwork grasped Phantom's hands and tried to tug them off, but to no avail. And with his belt back in the room, he had no way of using his powers while in human form. He resorted to begging, hoping it'll calm the unbalanced young man. "S-stop…it…Ph-phan-t-tom! P-pleas-e!"

Phantom slackened his hold only to press his heated mouth against Clockwork's, which was slowly turning blue from the lack of oxygen. "Cooperate more and you won't die quickly!" Phantom taunted against their mouths. He ground his hips angrily against Clockwork's, obviously growing aroused from the torture.

Clockwork gritted his teeth in both aggravation and worry over Phantom's state of mind and instead went the more gentle approach. "P-phan…tom…" Nearly losing consciousness, he draped his trembling mess over the soft raven locks of Phantom's hair and ran through it over and over, hoping that it would calm him.

Phantom let out a low groan at the treatment and found the taunting little voice disappearing with each sensual caress of Clockwork's fingers. His animalistic urges slowly ebbed away and he slowly released his hold on the blond's neck.

Giving out a few great gasps of air, he stilled his ministrations for a moment until a warning growl erupted from his dark haired companion and he had no choice but to resume. He could have almost sworn that he heard a low purr coming from Phantom for a moment or two before the said ghost's lips decided to brush teasingly against the soon-to-be-bruised neck, almost kissing it in apology.

After a few minutes of the gentle massages, Clockwork discreetly tilted Phantom's face up only to see him now slumbering, a peaceful expression on his face.

He gave a great sigh and hit his head back on the carpet, continuing his pampering.

"Looks like I'll be the only one who's not getting any sleep tonight." Clockwork grumbled.

* * *

"Ow, my fucking head…!" Phantom groaned as he lifted his head slowly up, realizing that he was smack dab on the floor with a blanket tangled around his legs. He looked from the couch from his seat on the floor.

Wasn't he on that God-forsaken couch? He wondered as he experimentally cricked his neck to the side and moaned gratefully at the satisfying crack. Even on the floor, he felt quite relaxed.

Smelling the scent of coffee coming from the kitchen, he felt his stomach growl.

Clockwork better be making a good breakfast for how he treated him last night!

Nodding to himself in agreement, he held himself up coolly and waltzed in and saw, in his disappointment, an empty table. Clockwork was hiding behind a newspaper where a lone coffee cup remained.

So much for breakfast…He seated himself opposite of Clockwork and glared at him. Hoping that his gaze, which had killed many in his prime, would affect the damn Time Ghost.

Only the rustling of the turning pages occurred and two minutes later Phantom started to growl in annoyance. He was an attention brat and no one should ignore him for so long!

He heard a rather annoyed sigh coming from Clockwork and the blond gently slammed the newspaper down, finally acknowledging the former cruel ghost. "Do you mind? I'm trying to read."

"The hell you are!" Phantom snarled back. "After everything you did to me, you'd think you'd make breakfast as an apology! I'm fucking hungry for crying out---!"

He stopped. Clockwork looked worse for wear now that he revealed himself from his newspaper hiding. Dark circles were faint around his eyes and his once perfect hair was tussled as if he ran a marathon.

"What the hell happened to you?" Phantom quirked his head to the side, obviously curious.

Clockwork eyed him warily. "Don't give me that innocent act, Phantom. You know damn well what happened last night." He watched in wonder when Phantom flinched in alarm and his eyebrows knitted together in confusion. "You don't remember?"

Phantom's eyes narrowed further in confusion. "Remember what?"

They stared at each other for quite sometime, hundreds of gears churning at an alarmingly rate in Clockwork's head. Something didn't settle well.

The enigma look in Clockwork's eyes faded and was replaced with one of nonchalance. "I have something for you."

Phantom blinked. "Breakfast?"

"Ye—wait, would you shut up about breakfast?" Clockwork pinched the bridge of his nose and pulled a small suitcase from under the table and pushed it in Phantom's direction. "I've been up all night and I think I have something that can control the insane aspect of you for a good amount of time…until you are rehabilitated, I mean."

Phantom stared suspiciously at it. "What the hell is it?"

Clockwork gave a small smirk. "Something you wanted that Danny Phantom has. An ability that caused quite an uproar with Frostbite…" His eyes darkened in mystery. "Something that can fuel your rage into power and strong enough to battle opposite of Danny Phantom."

Just as he predicted, Phantom's eyes lit up in a supernatural glow and a hunger beside his stomach began to be seen on the outside. In trepidation he set his hands against the latches.

And opened it.

* * *

TBC….

Yeah, I lied about the summary in the last chapter, but I have school and I don't have as much time as I should. More will come, I promise!

Ciao.


	5. V: Energy

_**A/N: Seriously, you guys actually like this story? After over a year of not updating? That's amazing. Well you asked for a new installment, so enjoy!**_

_**

* * *

**_

_Phantom stared suspiciously at it. "What the hell is it?"_

_Clockwork gave a small smirk. "Something you wanted that Danny Phantom has. An ability that caused quite an uproar with Frostbite…" His eyes darkened in mystery. "Something that can fuel your rage into power and strong enough to battle opposite of Danny Phantom."_

_Just as he predicted, Phantom's eyes lit up in a supernatural glow and a hunger beside his stomach began to be seen on the outside. In trepidation he set his hands against the latches._

_And opened it._

_

* * *

_

**Chapter V- The Test**

There was a slight pause in the beating of whatever organ was lodged in his ribcage at the 'surprise' his companion was giving him. He uncharacteristically fumbled over the latches in gross desire.

The ability to rival Danny Phantom? It was if the gods had granted asylum on his very soul.

Well, if he actually had one.

Clockwork raised an amused eyebrow as he flipped the case top eagerly and stared.

"What the fuck is that?" Phantom pointed at a small, round jewel and found it utterly unimpressive.

His companion stare did not waver. "My way of trusting you in your test."

Seriously, did Clockwork have to put such an insignificant trinket in such a threatening looking case?

Phantom picked it up for closer inspection. It was the size of a marble. "You know-shit!"

The marble began to go from indifferent to lightning hot in two seconds and he would've thrown it had it not developed an adhesive to his palm. It stuck like glue to his skin as he waved his arm in pain.

"Get this shit off of me!" He howled, trying to pry it off with his other hand.

Only the calming sound of Clockwork's voice stopped him from a rampage around the kitchen. "Be calm. You'll only aggravate it further."

The flailing slowly stopped and Phantom gritted his teeth in pain as the marble slowly made it's way through his skin and into his body. The spitting fire slowly dissipated as it disappeared into his arm.

"The fuck just happened?"

Clockwork's gaze never left where the marble once remained on Phantom's palm. "It will be a daring experience now, but I believe we have provided the necessary vitals to take care of your anger issues."

"What 'anger issues'?" Phantom demanded, slamming his palms on the table. "I haven't done anything!"

"Consciously, no," Clockwork waved the cup of coffee before taking a drink. "Unconsciously? A whole 'nother story."

Phantom stared at him. "I don't get you."

"You are not alone in that endeavor, I assure you. In any case, you will find out the extent of what that gem contains in the near future. You'll just have to take my word for it when the time comes."

Phantom really, really despised not being informed of anything concerning him. It made him feel no longer in control of his destiny than the next ghost.

A scathing quip was somehow lost when he took a good look at Clockwork's tired expression. He decided to off his feelings and pursue another mystery. "So, what the fuck happened to you last night?"

Either he was surprised at the change of subject, or the fact that Phantom had a worried note of that inquiry, Clockwork didn't say. He took a sip of his now cold coffee. "It is of no consequence."

"Bullshit."

"In any case," Clockwork swiftly closed the subject and peered intently at Phantom's hands again. "I am expecting a whole hearted thank you for the trouble I had to obtain that gem."

Phantom waved it aside. "I know you're like, in love with me, but jewelry looks unflattering on me. However," His eyes glinted and his lips pulled into a slight grin. "If you _really_ want to thank me, that bed you've got looks quite inviting."

Clockwork raised an indifferent eyebrow. "Indeed."

"You can show me all the bells and whistles on it too. For educated purposes of course."

That finally got Clockwork to lift the corners of his lips up marginally. "You shouldn't tempt me when I'm in no state to fight back."

It was Phantom's turn for his eyebrow to lift. Now they've crossed the border from Bantersville to Flirt City. Although, maybe it's in bad taste to mess with Clockwork while he's too tired to hulk up his defenses, but then again, Phantom was no boy scout.

Phantom stood up and quietly circled the table towards his prey, a rather insufferable smile gracing his features. Clockwork watched him warily.

"Just because I'm slightly tired, does not mean you will have your way," Clockwork reasoned with a hint of warning in his tone. "You will not enjoy the consequences."

Phantom smirked. "That sounds like an invitation."

Clockwork said nothing. The dark haired ghost managed to fully circle his way to the back of Clockwork's chair and stared at the time ghost from an upwards profile. Clockwork was undoubtedly trying to hide his fatigue with a mask of stone and Phantom wondered what happened last night that would warrant the reason why Clockwork had not the chance to recharge.

There was a strange pounding in his ears as he pressed a hand on his companion's shoulder. Clockwork stiffened slightly. Phantom's eyes trailed down to Clockwork's arm and discovered that the wound was slowly dissipating, but not fully healed.

What had caused Clockwork to be unable to fully heal was baffling to the renegade ghost. Aside from the lack of sleep last night, the wound was already a few days old.

Without meaning to, he patted Clockwork's shoulder awkwardly. "You should get some sleep today."

"Unnecessary," Clockwork debated. "I am fine."

"Bullshit to the ninth degree," Phantom squeezed almost reassuring on his shoulder, which caused Clockwork to falter slightly. Sensing weakness, he rested his other hand on the opposite shoulder and experimentally squeezed in different pressures. "You look fucked."

Clockwork said nothing, though something akin to a sigh erupted from his lips and his head fell forward slightly as Phantom continued his ministrations.

Realizing that he was unconsciously giving one of his hated enemies a massage, he nearly stopped, which a strange sound of discontent emerged from the Time Ghost's lips. He resumed, taking liberties to run his fingers down the sides of Clockwork's neck and down between his shoulder blades.

As he experimentally pressed at a sensitive base of the blades, Clockwork's head fell back slightly, revealing a darkened shade of his human eyes that fell half-closed.

_He's enjoying this_, was what formed in the back of Phantom's head. He stared shamelessly at the soft white-blond hair falling back and the exposed pale Adam's apple in full protrusion. Phantom's mouth went dry, which was something uncommon when he was once a ghost.

Alright, so maybe he didn't look fucked. But he sure looked ready for it.

"Phantom," Something akin to a purr erupted from his blond companion's lips. Whatever he said afterwards fell on deaf ears as Phantom leaned down and pressed his lips against the side of Clockwork's throat.

Wait a moment. Phantom stilled.

Oh shit.

He jumped back as if somehow Clockwork was on fire. What the hell did he do that for?

There was an awkward silence and Clockwork neither turned nor regarded Phantom. Thankful and yet pissed beyond reason, Phantom stalked out of the kitchen for a long cold shower.

Clockwork remained seated and if Phantom had stayed a moment longer, he'd see a look of conflict on his face and his grip on his coffee mug causing it to crack under the strain.

* * *

When Phantom emerged from the bathroom, he found the main room empty and the bedroom locked. And somehow he felt the long forgotten stirrings of unabashed guilt. Shaking it off as he reluctantly picked up his bag, he figured that Clockwork had taken his advice and decided to take the day off.

He suddenly swore as he walked out of the apartment. He had forgotten to do his math homework. Wait, he cared about his school work now?

Deciding to forget school for just one day (and a breather from dodging Paulina all through his classes), he went back inside, deciding to just laze around. After all the shenanigans so far, he deserved rest too!

Phantom sat down on the couch and turned on the TV, having been told previously by Clockwork on how to manipulate the machine. Flipping the channels, he stopped at a news briefing and sat back against the couch, watching the current events.

Most of it was relatively boring, save for the bit about Danny Phantom dealing with that strange tiger ghost and word from the Fenton family of it still being at large. Something in his chest tightened upon seeing his 'mother' and 'father' on screen, but he ignored it. He had to remind himself that they weren't his parents. They were Danny's.

His senses nearly dulled out from boredom before the channel seemed to snow in odd times, until it snowed completely, taking out the picture. Phantom frowned. He didn't think that the TV was that old. His eyes began to narrow when he heard strange white voices come out from the hissing sound of the snowing. Being a ghost, he could clearly hear it.

_Kill...kill..._

Phantom, poised to turn off the TV with the remote, widened his eyes at the message. "What the fuck...?"

_Kill...kill...him...kill him..._

He pressed the 'off' button on the remote. The picture didn't shut off.

_Be free...kill him...kill...kill..._

Before Phantom knew it, he found himself unable to move, his eyes searching through the snowy picture for a face and he didn't know why. All he could hear was the word 'kill' and it soon reverberated in his mind like a beating drum.

He was still coherent, but part of his mind seemed to be hazy. It forced his body up from the couch.

There was no way in the Netherworld that he would let someone control him. Phantom fought the hypnosis but to no avail. His legs started to stiffly move away from the couch and towards the bedroom door.

Nether shit.

Still in a hazy daze, he watched as he made his way inside, to where a sleeping Clockwork rested on the bed, looking out of place from the dimension of melting clocks and a space visual of time.

When Phantom said he wanted to get to know Clockwork's bed, he didn't mean it like this. That was the only morbidly coherent thought he had in his head as his body was forced to climb onto the bed and hover over the obviously exhausted Time Ghost, his hands itching to squeeze themselves around that pale neck.

_Stop it...!_ Phantom willed against the chanting of death in his head. _You don't control me-get the fuck out of my head!_

As much as he fancied the idea of strangling Clockwork, he didn't want to do it like this. Not when his companion was too vulnerable to fight. Where was the fun in that? The challenge? It went against everything he stood for as a once powerful ghost.

And yet here he was, his hands grabbing a hold of Clockwork's shoulders. The Time Ghost shifted for a moment, but didn't stir. He was too tired to wake up, too out of it to recognize danger.

It royally pissed off Phantom. For some reason, he didn't want to hurt Clockwork. Not like this.

_Get the fuck away from me!_ He tried to scream at Clockwork, but he found even his vocal cords unable to listen to him. _Wake up, or I'll fucking kill you!_

And all he could hear was kill. Kill him. Kill Clockwork.

His chest became so tight, Phantom thought he would suffocate. He was feeling too much-the straddling of his companion, the hands on his shoulders moving up to his throat, his fierce reluctance to stop. He just wanted control of his body back.

_I'm not gonna let you, you son of a bitch!_ He thought to himself, gritting his teeth in frustration. _No one controls me! This is MY body! Get the fuck out!_

Somehow he was able to grunt from sheer will alone. Inspired, he forced his will to fight back the haze, his body feeling like it was on fire.

"Get out...!" Phantom growled lowly, able to twist his vision away from Clockwork. "GET THE FUCK OUT!"

And to his surprise, a bright flash of indigo smoldered before his eyes, reminding him vaguely of Clockwork's human eyes. It was some sort of fire that attacked the bed post in front of him, the embers menacingly leaving a huge charred scorch mark on the wood. As if it had a mind of it's own, it soared around, Phantom realizing that the origins of it came from his hand which he unconsciously threw out in front of him.

It was ghost fire. Impossible. Even at full strength, Phantom had not acquired such an elemental based power. He watched it engulf the space around him as his anger slowly dissipated-his emotions the driving fuel for the fire. As it flickered out with a roaring sound, Phantom swayed on the spot, totally tired and spent.

"What the fuck just happened?" Phantom asked himself in awe as he fell down to the side of the bed, exhausted enough to fall quickly asleep. The drumming sound of death in his head was slowly leaving him.

At least he finally had his chance on the bed.

_TBC..._


End file.
